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Procedure For Conversion Into LLP

The document outlines the procedure for converting an unlisted public company into a limited liability partnership (LLP) under Indian law. It involves: 1) Meeting eligibility requirements under Schedule IV of the LLP Act 2008. 2) Satisfying conditions like having no pending eForms, charges, or being a Section 8 company. 3) Requirements like having a minimum of 2 designated partners, one being an Indian resident, and obtaining digital signatures. 4) Filing necessary forms like Form 1, 2, 18 along with documents like shareholder statements, assets/liabilities, creditor consent, and approvals.

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44 views2 pages

Procedure For Conversion Into LLP

The document outlines the procedure for converting an unlisted public company into a limited liability partnership (LLP) under Indian law. It involves: 1) Meeting eligibility requirements under Schedule IV of the LLP Act 2008. 2) Satisfying conditions like having no pending eForms, charges, or being a Section 8 company. 3) Requirements like having a minimum of 2 designated partners, one being an Indian resident, and obtaining digital signatures. 4) Filing necessary forms like Form 1, 2, 18 along with documents like shareholder statements, assets/liabilities, creditor consent, and approvals.

Uploaded by

kulkadv
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as DOCX, PDF, TXT or read online on Scribd
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Procedure for Conversion Unlisted Public Company into LLP

1) Eligibility for Conversion of Unlisted Public Company into LLP Schedule IV


section 57 of LLP act 2008

a) There is no security interest in its assets subsisting or in force at the time of making
an application.

b) The partners of the LLP shall comprise of all shareholders of the company only and
no one else is allowed.

2) Conditions to be satisfied before Conversion

a) No eForms should be pending for payment or processing in respect of the


company.

b) No open (unsatisfied) charges should be pending against the company.

c) Company should be having share capital.

d) Company should not be a ‘Section 8 company’

e) At least one balance sheet and annual return should have been filed by
the company after its incorporation.

f) In case of conversion of an unlisted public company into a LLP and the


number of shareholders who will be designated partners and/or partner(s)
in LLP exceed 200, and then addendum to eform 2 should be filed together
with eform 2 and eform 18.

3) Requirements

a) Minimum 2 Designated Partners

b) At least 1 of the designated partners shall be an Indian Resident (182 days


stay in india in last year)

c) DSC: - Getting DSC for designated Partners for digital authentication of


the incorporation documents.

d) Consent of all shareholders is required

e) Disinterested Shareholders, if any, to be provided exit option

4) Procedure:-

 Board Resolution
 Obtaining DIN & DSC
 Form No. 1 for availability of name with Registrar
 It is required to file e form no. 2 (Incorporation document and
subscriber’s statement) along with form no 18.

e) Application for conversion in form no 18 along with following


attachments:-

 Statement of shareholders (may be attached in a tabular form


a) The name and registration number of the company
b) The date on which company was incorporated.)
 Incorporation Document & Statement in Form 2 filed
electronically.
 Statement of Assets and Liabilities of the company duly certified as
true and correct by the Chartered Accountant in practice.
 List of all the creditors along with their consent to the conversion
(may be given in the form of a tabular statement).
 Approval of the governing council (In case of professional private
limited companies)
 NOC from Income Tax authorities.
 Approval from any other body/authority as may be required.
 Particulars of pending proceedings from any court/Tribunal etc.
 Rejection letter of Registrar of any earlier application for conversion.
 Particulars of convictions, rulings, orders, judgement of Courts in
favor or against the private limited company which are subsisting.

F) EGM

G) Form No - 3 - Information with regard to limited liability partnership

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